Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization |
(ii) EIN |
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) |
(iv) Is the organization in col. (i) listed in your governing document? |
(v) Did you notify the organization in col. (i) of your support? |
(vi) Is the organization in col. (i) organized in the U.S.? |
(vii) Amount of support? |
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|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3.. | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public Support. Subtract line 5 from line 4. | ||||||
| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets.. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public Support (Subtract line 7c from line 6.) | ||||||
| Calendar year (or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) | ||||||
| 13 | Total support (Add lines 9, 10c, 11 and 12.). | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| SUPPLEMENTAL INFORMATION | PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A DURING FYE2012, APPROXIMATELY 19,676 DISCHARGES AND 70,622 EMERGENCY ROOM VISITS OCCURRED. BELOW ARE SOME OF THE ACCOLADES, ACCREDITATIONS AND DESIGNATIONS THAT WE HAVE BEEN RECOGNIZED WITH: -HOSPITAL ACCREDITATION, JOINT COMMISSION, 2007-2011 -ACCREDITED HEALTH ORGANIZATION, JOINT COMMISSION 2004-2006 -CHEST PAIN CENTER ACCREDITATION, SOCIETY OF CHEST PAIN CENTER, 2009 -PRIMARY STROKE CENTER CERTIFICATION, JOINT COMMISSION 2008-2010 -NUCLEAR MEDICINE LABRORATORY ACCREDITATION -INTERSOCIENTAL COMMISSION FOR THE ACCREDITATION OF LABORATORIES, 2009 -STROKE CENTER DESIGNATION, CT DEPARTMENT OF PUBLIC HEALTH, 2007 -CENTER OF EXCELLENCE, AMERICAN SOCIETY FOR METABOLIC AND BARIATRIC SURGERY (ASMBS), 2005-2008 -BARIATRIC SURGERY CENTER OF EXCELLENCE (COE), HEALTHNET, 2005 -RECOGNIZED FOR EXEMPLARY SURGICAL OUTCOMES -BEACON AWARD FOR EXCELLENCE IN CRITICAL CARE -FROM THE COMMISSION ON CANCER, THE PRAXAIR REGIONAL CANCER CENTER RECEIVED ACCREDITATION WITH COMMENDATION -GOLD STANDARD ACCREDITATION FOR BREAST ULTRASOUND IN 2012, US NEWS AND WORLD REPORTS, RANKED DANBURY HOSPITAL AS A TOP 100 HOSPITAL AND RANKED IT NUMBER TWO IN CONNECTICUT, HIGH PERFORMING IN: -DIABETES AND ENDOCRINOLOGY -EAR, NOSE AND THROAT CARE -GASTROENTEROLOGY -ORTHOPEDICS -UROLOGY PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4C RESEARCH - THE DANBURY HOSPITAL'S RESEARCH INSTITUTE HERALDS A NEW ERA OF PERSONALIZED MEDICINE THAT HOLDS GREAT PROMISE FOR THE DEVELOPMENT OF TARGETED THERAPIES AS WE GAIN A DEEPER UNDERSTANDING OF THE GENETIC BASIS OF DISEASE. THE INSTITITE WILL ENABLE US TO STAY FOCUSED ON THE FOREFRONT OF THE EVOLVING WORLD OF MOLECULAR MEDICINE AND TO DELIVER THE BENEFITS OF THIS WORK TO PATIENTS AT THE BEDSIDE. IN 2012, DANBURY HOSPITAL'S TWO YEAR-OLD BIOMEDICAL RESEARCH INSTITUTE (BRI) CONTINUED TO PUSH THE FRONTIERS OF MEDICAL SCIENCE IN WAYS THAT ARE MEANINGFUL BOTH TO THE CARE OF OUR PATIENTS AND TO MEDICINE AS A WHOLE. AMONG THE BRI'S CLINICAL OUTCOMES RESEARCH PROJECTS THIS PAST YEAR WERE 25 NEW PROSPECTIVE AND QUALITY IMPROVEMENT STUDIES. BUSINESS AND FAMILY RELATIONSHIPS FORM 990, PART VI, LINE 2 RICHARD JABARA AND JAMES KENNEDY, BOTH DIRECTORS OF DANBURY HOSPITAL HAVE A BUSINESS RELATIONSHIP. SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS FORM 990, PART VI, LINE 4 THE FOLLOWING SIGNIFICANT CHANGES WERE MADE TO THE BYLAWS OF DANBURY HOSPITAL, DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 2012: - CHANGES TO THE AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS. - CHANGES TO THE ROLE OF THE MEMBERSHIP IN GOVERNANCE. - CHANGES TO THE VOTING RIGHTS OF THE GOVERNING BODY MEMBERS. - CHANGES TO THE AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS. - CHANGES TO THE PROVISIONS TO AMEND THE ORGANIZING BYLAWS. DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF DANBURY HOSPITAL. DESCRIPTION OF CLASSES OF PERSONS, NATURE OF RIGHTS, & VOTING RIGHTS FORM 990, PART VI, LINE 7A THE SOLE MEMBER SHALL BE RESPONSIBLE FOR ELECTING, AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HOSPITAL TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED. DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL FORM 990, PART VI, LINE 7B THE DUTIES AND RESPONSIBILITIES OF THE SOLE MEMBER SHALL INCLUDE, AMONG OTHERS, THE FOLLOWING: ELECTING AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HOSPITAL TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED: FILLING VACANCIES ON THE BOARD OF DIRECTORS, WHICH OCCUR BETWEEN ELECTIONS; REVIEWING, MAKING, AND APPROVING CHANGES IN THE BYLAWS; INSURING THAT THE OBJECTIVE, PURPOSES AND GOALS OF DANBURY HOSPITAL AS STATED IN THE CHARTER OF THE DANBURY HOSPITAL, INC. ARE PROPERLY AND EFFECTIVELY CARRIED OUT BY THE BOARD OF DIRECTORS; DELEGATING AS APPROPRIATE, TO THE BOARD OF DIRECTORS, POLICY-MAKING FUNCTIONS, THE SUPERVISION OF THE HOSPITAL'S OPERATIONS AND THE CONTROL OVER THE HOSPITAL'S ASSETS. THE BOARD SHALL BE REQUIRED TO APPROVE THE FUNDAMENTAL DECISIONS LISTED BELOW BY THE HOSPITAL: - APPROVAL OF ALL OPERATING AND CAPITAL BUDGETS OF THE HOSPITAL. - APPROVAL OF UNBUDGETED EXPENDITURES OVER A CERTAIN AMOUNT. - APPROVAL OF ANY ADVANCES OF ASSETS OR LOANS BY THE HOSPITAL, OR THE INCURRING OF ANY INDEBTEDNESS, SECURED OR UNSECURED, WHICH EXCEEDS SUCH AN AMOUNT ESTABLISHED BY THE BOARD. - APPOINTMENT OF THE HOSPITAL'S AUDITORS, LEGAL COUNSEL AND OTHER CONSULTANTS. - THE PROCUREMENT OF INSURANCE. - APPROVAL OF INVESTMENT POLICIES. - APPROVAL OF ANY AGREEMENT OR TRANSACTION INVOLVING AN AMOUNT GREATER THAN ESTABLISHED BY THE BOARD WITH ANOTHER CORPORATION OR ENTITY, INCLUDING AFFILIATED ENTITIES. - APPROVAL OF JOINT VENTURES. - APPROVAL OF ANY AMENDMENT OR RESTATEMENT OF THE HOSPITAL'S CERTIFICATE OF INCORPORATION, BYLAWS, PURPOSES, MEMBERSHIP AND RIGHTS AND RESPONSIBILITIES. - APPROVAL OF THE CREATION OF ANY CORPORATION OF WHICH THE HOSPITAL IS THE SOLE MEMBER OR CONTROLLING MEMBER; THE MERGER OR CONSOLIDATION OF THE HOSPITAL WITH ANOTHER CORPORATION; AND THE REORGANIZATION, LIQUIDATION OR DISSOLUTION OF THE HOSPITAL OR ANY CORPORATION OF WHICH THE HOSPITAL IS THE SOLE MEMBER OR CONTROLLING MEMBER. - APPROVAL OF ANY SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY OR ASSETS OF THE HOSPITAL. - ELECTION AND REMOVAL OF THE MEMBERS OF THE BOARD AND ITS OFFICERS. - CREATION OF ANY COMMITTEE, OTHER THAN THE GOVERNANCE COMMITTEE. - APPROVAL OF THE ADOPTION OF OR ANY AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE HOSPITAL. - APPROVAL OF ANY CONVEYANCE OF, OR THE GRANTING OF MORTGAGES, TRUSTS, DEEDS OR THE CREATION OF OTHER LIENS ON, ANY REAL PROPERTY ASSETS OF THE HOSPITAL. - APPROVAL OF THE STRATEGIC PLAN OF THE HOSPITAL - APPROVAL OF ANY CHANGE TO THE EMPLOYEE PENSION OR OTHER EMPLOYEE BENEFIT PLANS FOR OR ON BEHALF OF THE HOSPITAL. - APPROVAL OF THE ENGAGEMENT IN MANAGED CARE AND OTHER THIRD PARTY PAYOR CONTRACTING ON BEHALF OF THE HOSPITAL. - APPROVAL OF ANY COMMENCEMENT, CESSATION, LOCATION, RELOCATION OR CONSOLIDATION OF SIGNIFICANT CLINICAL SERVICES PROVIDED BY THE HOSPITAL AND TO APPROVE OR INITIATE THE FILING OF ANY APPLICATION FOR A CERTIFICATE OF NEED BY THE HOSPITAL. - APPROVAL OF SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES TO WHICH THE HOSPITAL IS EXPECTED TO ADHERE. - APPROVAL OF ANY PHYSICIAN COMPENSATION ARRANGEMENTS. | |
| FORM 990 REVIEW PROCESS | FORM 990, PART VI, LINE 11B | STEVEN ROSENBERG, CFO, WILL REVIEW THE 990 PRIOR TO IT BEING SENT TO THE IRS. A PRELIMINARY 990, IS PRESENTED TO THE AUDIT COMMITTEE IN JUNE, WHO REVIEWS IT ON BEHALF OF THE BOARD. E&Y IS ON HAND TO REVIEW THE 990 WITH THE AUDIT COMMITTEE AND ANSWER ANY QUESTIONS. PRIOR TO THE 990 BEING FILED WITH THE IRS, THE BOARD WILL RECEIVE A FULL AND ACCURATE COPY ON A SECURED WEBSITE FOR THEIR REVIEW. EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS FORM 990, PART VI, LINE 12C BOARD MEMBERS AND SENIOR MANAGEMENT ARE COGNIZANT OF THE IMPORTANCE OF DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST AND WILL QUESTION POSSIBLE CONFLICTS IN VARIOUS BOARD MEETINGS. THE CHIEF COMPLIANCE OFFICER IS PART OF THE ROUTINE CONTRACTS REVIEW PROCESS AND WATCHES FOR POTENTIAL CONFLICTS WITH BOARD, MANAGEMENT AND STAFF. THE COMPLIANCE OFFICER WILL CONTINUALLY REQUEST THE INFORMATION UNTIL ALL RESPONSES ARE RECEIVED. THE AUDIT COMMITTEE REVIEWS AND EVALUATES EACH DISCLOSURE TO DETERMINE IF THERE IS A CONFLICT. A SUMMARY REPORT IS SHARED WITH THE FULL BOARD. THE COI POLICY BELOW NOTES WHAT IS TO OCCUR, WHEN THERE IS A CLEAR CONFLICT. CONFLICT OF INTEREST POLICY FOR DIRECTORS AND OFFICERS THE PURPOSE OF THIS POLICY IS TO ENSURE THAT THE DIRECTORS AND OFFICERS OF WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN) (TOGETHER THE "REPRESENTATIVES" AND INDIVIDUALLY A "REPRESENTATIVE") ARE NOT PREVENTED FROM PERFORMING SERVICES ON BEHALF OF WCHN SOLELY BECAUSE OF POSSIBLE CONFLICTS OF INTEREST ON THEIR PART, AND THAT THE REPRESENTATIVES WILL BE ABLE TO GOVERN AND SERVE THE BEST INTERESTS OF WCHN BY EXERCISING THEIR BEST CARE, SKILL AND HONEST JUDGMENT ON ITS BEHALF. THIS POLICY RECOGNIZES THAT (1) MEMBERS OF THE BOARD OF DIRECTORS ARE OFTEN CHOSEN BECAUSE OF THEIR EXPERIENCE IN MATTERS RELEVANT TO THE OPERATION OF WCHN AND (2) THAT DIRECTORS AND OFFICERS MAY BE ASKED BY WCHN TO PARTICIPATE ON BEHALF OF WCHN AS A DIRECTOR OR OFFICER OF ANOTHER ORGANIZATION, TRADE ASSOCIATION, JOINT VENTURE AND NETWORK. ACCORDINGLY, ANOTHER OBJECTIVE OF THIS POLICY IS TO ENSURE THAT MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS ARE NOT DISQUALIFIED FROM PARTICIPATION IN WCHN GOVERNANCE BY VIRTUE OF THEIR AFFILIATIONS WITH OTHER INSTITUTIONS OR ENTITIES. NOTWITHSTANDING THE ABOVE, IT IS POSSIBLE THAT A REPRESENTATIVE MAY HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST (1) BASED ON PERSONAL INTERESTS OR TRANSACTIONS OR (2) BY VIRTUE OF HIS OR HER RELATIONSHIP AS AN OWNER, CREDITOR, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF ANOTHER ENTITY. THE OBJECTIVES IDENTIFIED ABOVE WILL BE PROMOTED BY: (1) FULL DISCLOSURE BY DIRECTORS AND OFFICERS OF ALL PERSONAL AND OUTSIDE INTERESTS THAT MAY AFFECT OR BE AFFECTED BY WCHN'S OPERATIONS OR BY DECISIONS THAT THE REPRESENTATIVE MAKES ON WCHN'S BEHALF AND (2) ESTABLISHMENT OF GUIDELINES FOR DETERMINING WHEN ACTUAL AND POTENTIAL CONFLICTS OF INTEREST OCCUR AND OF PRINCIPLES AND PROCEDURES FOR ADDRESSING ACTUAL AND POTENTIAL CONFLICTS. EACH ACTUAL OR POTENTIAL CONFLICT OF INTEREST THAT IS DISCLOSED SHOULD BE CAREFULLY EXAMINED AND APPROPRIATE MEASURES PUT INTO PLACE TO MAINTAIN THE BALANCE BETWEEN ENSURING FAIR AND HONEST DELIBERATIONS AND ENCOURAGING PARTICIPATION OF QUALIFIED REPRESENTATIVES IN WCHN. THE BOARD OF DIRECTORS OF WCHN RECOGNIZES THE IMPORTANCE TO WCHN OF HAVING A CONSISTENT POLICY APPLICABLE TO THE DIRECTORS AND OFFICERS OF ALL CORPORATIONS WITHIN ITS SYSTEM. THIS POLICY THEREFORE APPLIES TO THE DIRECTORS AND OFFICERS OF WCHN AS WELL AS THE DIRECTORS AND OFFICERS OF DANBURY HOSPITAL, NEW MILFORD HOSPITAL, WESTERN CT HEALTH NETWORK FOUNDATION, INC., THE WESTERN CT HOME CARE, INC., WESTERN CT HEALTH NETWORK AFFILIATES, AND BUSINESS SYSTEMS, INC. AND THE BOARD OF EACH SUCH CORPORATION SHALL TAKE WHATEVER ACTION AS MAY BE NECESSARY TO INSURE THE EFFECTIVENESS OF THIS POLICY. VOTING. NO DIRECTOR HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL VOTE ON THAT MATTER OR BE COUNTED IN DETERMINING THE QUORUM FOR THE MEETING AT WHICH THE VOTE IS TAKEN, EVEN WHEN PERMITTED BY LAW. NO REPRESENTATIVE HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER. NEED FOR RESIGNATION OR DECISION NOT TO APPOINT. IF THE BOARD OF DIRECTORS, IN ITS SOLE DISCRETION, DETERMINES THAT ANY REPRESENTATIVE HAS CONFLICTS OF INTEREST SUFFICIENT IN NUMBER AND/OR IMPORTANCE THAT THE EFFECTIVENESS OF SUCH REPRESENTATIVE ON BEHALF OF WCHN MAY BE SIGNIFICANTLY IMPAIRED, THE BOARD MAY ASK THE REPRESENTATIVE TO RESIGN. COMPENSATION REVIEW & APPROVAL PROCESS FOR CEO, EXEC. DIR., OR TOP MGMT FORM 990, PART VI, LINE 15A COMPENSATION OF CEO: IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM FOR ITS SENIOR EXECUTIVES THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. ELIGIBLE EXECUTIVES ARE GENERALLY DIRECT REPORTS OF THE CEO ALONG WITH OTHER EXECUTIVES DESIGNATED BY THE CEO. INCENTIVE COMPENSATION IS A CRITICAL ELEMENT OF TOTAL COMPENSATION. INCENTIVE COMPENSATION IS INTENDED TO ENCOURAGE AND REWARD EXECUTIVES FOR ACHIEVING OR SURPASSING SPECIFIC SHORT-TERM ORGANIZATIONAL PERFORMANCE OBJECTIVES. THE INCENTIVE PLAN SUPPORTS THE ACCOUNTABILITY AND RESULTS-ORIENTED AT WESTERN CONNECTICUT HEALTH NETWORK INC. RESULTING CASH COMPENSATION LEVELS WILL BE COMPETITIVE AND WITHIN THE LIMITS CONSIDERED REASONABLE WITH RESPECT TO THE TAXPAYER BILL OF RIGHTS. EXECUTIVES PARTICIPATE IN THE STANDARD BENEFIT PACKAGE APPLICABLE TO ALL WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYEES. THIS BENEFIT PACKAGE IS TARGETED AT THE 50TH PERCENTILE LEVEL FOR ALL EMPLOYERS. TO MEET WESTERN CONNECTICUT HEALTH NETWORK INC.'S TOTAL COMPENSATION OBJECTIVES FOR EXECUTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: -BLEND OF NATIONAL CONFIDENTIAL SOURCE, IHS, AND HAY GROUP POINTS HEALTHCARE DATA (WHERE DATA AVAILABLE), PLUS 15% GEOGRAPHIC DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. -FOR PHYSICIAN EXECUTIVES, SURVEYS COVERING PHYSICIAN COMPENSATION IN ACCREDITED MEDICAL SCHOOLS (AAMC) ARE USED IN COMBINATION WITH PROPRIETARY SURVEYS COMPILED BY NATIONALLY KNOWN CONSULTING FIRM, SULLIVAN COTTER AND THE MEDICAL GROUP MANAGEMENT ASSOCIATION (MGMA). THE COMPENSATION CONSULTANT BENCHMARKS WESTERN CONNECTICUT HEALTH NETWORK, INC.'S EXECUTIVE POSITIONS BASED ON JOB DUTIES, SCOPE AND REPORTING RELATIONSHIPS. PREMIUMS MAY BE APPLIED TO MARKET DATA FOR CERTAIN POSITIONS TO REFLECT RESPONSIBILITIES THAT ARE IN ADDITION TO THOSE INCLUDED IN THE SURVEY POSITION MARKET MATCHES. WESTERN CONNECTICUT HEALTH NETWORK, INC. TARGETS CASH COMPENSATION AT MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) APPROXIMATE MARKET COMPETITIVE LEVELS FOR TOTAL CASH COMPENSATION. EXECUTIVE PERFORMANCE IS EXPECTED TO MEET OR EXCEED PREDETERMINED OPERATIONAL AND FINANCIAL METRICS. OTHER FACTORS, SUCH AS COMPETITIVE MARKET FORCES, JOB PERFORMANCE, UNIQUE QUALIFICATIONS, AND/OR INDIVIDUAL JOB RESPONSIBILITIES ARE ALSO CONSIDERED IN WESTERN CONNECTICUT HEALTH NETWORK, INC'S EXECUTIVE COMPENSATION DECISIONS. ROLES OF THE COMMITTEE ON GOVERNANCE AND KEY EXECUTIVES IN THE EXECUTIVE COMPENSATION PROCESS: - THE COMMITTEE ON GOVERNANCE IN CONSULTATION WITH THE CEO AND THE SVP HR SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS THE HAY GROUP, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVANT MARKET RATES AND PAY PRACTICES FOR HEALTHCARE EXECUTIVES, PHYSICIAN EXECUTIVES AND FOR PHYSICIANS IN GENERAL. - THE COMPENSATION CONSULTING FIRM COMPILES APPROPRIATE MARKET DATA, JOB EVALUATION AND RANKING INFORMATION FOR ALL EXECUTIVES AND PHYSICIANS OF THE ORGANIZATION, EXCLUDING THE CEO, AND WILL SUPPLY THIS MATERIAL TO THE CEO AND SVP HR FOR REVIEW AND AGREEMENT. ONCE THE REPORT IS FINAL IT WILL BE SUPPLIED TO THE COMMITTEE ON GOVERNANCE FOR THEIR CONSIDERATION AND ACCEPTANCE. -THE COMMITTEE ON GOVERNANCE DETERMINES THE CEO'S SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. |
| COMPENSATION REVIEW & APPROVAL PROCESS FOR OFFICERS & KEY EMPLOYEES | FORM 990, PART VI, LINE 15B | COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM FOR ITS SENIOR EXECUTIVES THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. ELIGIBLE EXECUTIVES ARE GENERALLY DIRECT REPORTS OF THE CEO ALONG WITH OTHER EXECUTIVES DESIGNATED BY THE CEO. INCENTIVE COMPENSATION IS A CRITICAL ELEMENT OF TOTAL COMPENSATION. INCENTIVE COMPENSATION IS INTENDED TO ENCOURAGE AND REWARD EXECUTIVES FOR ACHIEVING OR SURPASSING SPECIFIC SHORT-TERM ORGANIZATIONAL PERFORMANCE OBJECTIVES. THE INCENTIVE PLAN SUPPORTS THE ACCOUNTABILITY AND RESULTS-ORIENTED AT WESTERN CONNECTICUT HEALTH NETWORK INC. RESULTING CASH COMPENSATION LEVELS WILL BE COMPETITIVE AND WITHIN THE LIMITS CONSIDERED REASONABLE WITH RESPECT TO THE TAXPAYER BILL OF RIGHTS. EXECUTIVES PARTICIPATE IN THE STANDARD BENEFIT PACKAGE APPLICABLE TO ALL WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYEES. THIS BENEFIT PACKAGE IS TARGETED AT THE 50TH PERCENTILE LEVEL FOR ALL EMPLOYERS. TO MEET WESTERN CONNECTICUT HEALTH NETWORK INC.'S TOTAL COMPENSATION OBJECTIVES FOR EXECUTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: -BLEND OF NATIONAL CONFIDENTIAL SOURCE, IHS, AND HAY GROUP POINTS HEALTHCARE DATA (WHERE DATA AVAILABLE), PLUS 15% GEOGRAPHIC DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. -FOR PHYSICIAN EXECUTIVES, SURVEYS COVERING PHYSICIAN COMPENSATION IN ACCREDITED MEDICAL SCHOOLS (AAMC) ARE USED IN COMBINATION WITH PROPRIETARY SURVEYS COMPILED BY NATIONALLY KNOWN CONSULTING FIRM, SULLIVAN COTTER AND THE MEDICAL GROUP MANAGEMENT ASSOCIATION (MGMA). THE COMPENSATION CONSULTANT BENCHMARKS WESTERN CONNECTICUT HEALTH NETWORK, INC.'S EXECUTIVE POSITIONS BASED ON JOB DUTIES, SCOPE AND REPORTING RELATIONSHIPS. PREMIUMS MAY BE APPLIED TO MARKET DATA FOR CERTAIN POSITIONS TO REFLECT RESPONSIBILITIES THAT ARE IN ADDITION TO THOSE INCLUDED IN THE SURVEY POSITION MARKET MATCHES. WESTERN CONNECTICUT HEALTH NETWORK, INC. TARGETS CASH COMPENSATION MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) APPROXIMATE MARKET COMPETITIVE LEVELS FOR TOTAL CASH COMPENSATION. EXECUTIVE PERFORMANCE IS EXPECTED TO MEET OR EXCEED PREDETERMINED OPERATIONAL AND FINANCIAL METRICS. OTHER FACTORS, SUCH AS COMPETITIVE MARKET FORCES, JOB PERFORMANCE, UNIQUE QUALIFICATIONS, AND/OR INDIVIDUAL JOB RESPONSIBILITIES ARE ALSO CONSIDERED IN WESTERN CONNECTICUT HEALTH NETWORK, INC'S EXECUTIVE COMPENSATION DECISIONS. ROLES OF THE COMMITTEE ON GOVERNANCE OF THE WESTERN CONNECTICUT HEALTH NETWORK, INC. AND KEY EXECUTIVES IN THE EXECUTIVE COMPENSATION PROCESS: - THE COMMITTEE ON GOVERNANCE IN CONSULTATION WITH THE CEO AND THE SVP HR SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS THE HAY GROUP, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVENT MARKET RATES AND PAY PRACTICES FOR HEALTHCARE EXECUTIVES, PHYSICIAN EXECUTIVES AND FOR PHYSICIANS IN GENERAL. - THE COMPENSATION CONSULTING FIRM COMPILES APPROPRIATE MARKET DATA, JOB EVALUATION AND RANKING INFORMATION FOR ALL EXECUTIVES AND PHYSICIANS OF THE ORGANIZATION, EXCLUDING THE CEO, AND WILL SUPPLY THIS MATERIAL TO THE CEO AND SVP HR FOR REVIEW AND AGREEMENT. ONCE THE REPORT IS FINAL IT WILL BE SUPPLIED TO THE COMMITTEE ON GOVERNANCE FOR THEIR CONSIDERATION AND ACCEPTANCE. -THE COMMITTEE ON GOVERNANCE DETERMINES THE CEO'S SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE FORM 990, PART VI, LINE 19 THE INFORMATION THAT HAS BEEN POSTED ON THE WESTERN CONNECTICUT HEALTH NETWORK, INC. WEBSITE FOR 2012 INCLUDES: THE MOST CURRENT AUDITED FINANCIAL STATEMENTS. ALSO INCLUDED IS THE CODE OF BUSINESS ETHICS, INFORMATION ABOUT OUR COMPLIANCE PROGRAM, AND A COPY OF OUR POLICY REGARDING PREVENTING OF FRAUD, WASTE AND ABUSE. ALL GOVERNING DOCUMENTS REQUIRED BY LAW ARE MADE AVAILABLE UPON REQUEST. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. ADDITIONAL OFFICER COMPENSATION INFORMATION FORM 990, PART VII FOR ALL OFFICERS AND THE TOP 5 EMPLOYEES, ALTHOUGH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUALLY WORKED HOURS EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. JOHN BORRUSO, MD, A FORMER DIRECTOR, WAS PAID DURING CALENDAR YEAR 2011 BY WESTERN CONNECTICUT MEDICAL GROUP IN THE CAPACITY OF A PHYSICIAN. MORRIS GROSS ALSO RECEIVED 1099 COMPENSATION FROM WESTERN CONNECTICUT HOME CARE, WORKING IN THE CAPACITY OF A PHYSICAL THERAPIST. AVERAGE HOURS COULD NOT BE DETERMINED. A STIPEND WAS PAID TO DAVID KRAMER, MD, A DIRECTOR, DURING THE YEAR FOR SPINE SURGERY CO-DIRECTORSHIP. A STIPEND WAS PAID TO NEIL CULLIGAN, MD, A DIRECTOR, DURING THE YEAR FOR STROKE PROGRAM DIRECTORSHIP. FUNDRAISING EXPENSES FORM 990, PART IX, COLUMN D ALTHOUGH CONTRIBUTIONS ARE REFLECTED ON LINE 1 OF PAGE 1 ON FORM 990, ALL FUNDRAISING EXPENSES WERE INCURRED BY THE WESTERN CONNECTICUT HEALTH NETWORK FOUNDATION, INC. OTHER CHANGES IN NET ASSETS OR FUND BALANCES FORM 990, PART XI, LINE 5 CAPTIVE UBI -424,261 CHANGE IN EQUITY INTEREST OF WCHNF 5,780,415 CHANGE IN INVESTMENT OF WCHCIC 38,332 EQUITY TRANSFER TO WCHN-W/O OF INTERCOMPANY -4,911,038 INVESTMENT K-1S 827,780 NET UNREALIZED GAINS OR LOSSES ON INVESTMENTS 19,910,410 PRIOR PERIOD ADJUSTMENT 69,357 TOTAL 21,290,995 PRIOR PERIOD ADJUSTMENT 69,357 TOTAL 21,290,995 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOHN M MURPHY MD TITLE:PRESIDENT/CEO HOURS:9 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:NEIL CULLIGAN MD TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DAVID KRAMER MD TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DAVID CYGANOWSKI TITLE:TREASURER HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:ALPHONSE ALTORELLI MD TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:RICHARD G JABARA TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:ANTHEA DISNEY TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOSEPH D SKRZYPCZAK TITLE:SECRETARY HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:SPENCER HOULDIN TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOHN R PATRICK TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:BRIAN C WHITE TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JAMES KENNEDY TITLE:CHAIR/VICE CHAIR HOURS:6 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOHN MARTOCCI (TO 12/31) TITLE:DIRECTOR HOURS:6 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JAY LENT (TO 5/31) TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOHN C KLINE (TO 12/31) TITLE:DIRECTOR HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:STEVEN H ROSENBERG TITLE:CFO HOURS:8 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DONNA KAPLANIS TITLE:ASS'T SECRETARY HOURS:8 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MATTHEW A MILLER MD TITLE:CHIEF MEDICAL OFFICER HOURS:4 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MOREEN O DONAHUE TITLE:SR. VP/CHIEF NURSE EXEC. HOURS:1 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MORRIS GROSS TITLE:VP OF FACILITIES HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JUDITH WARD (TERM 12/8/11) TITLE:VP, MARKETING HOURS:2 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JOHN BORRUSO MD TITLE:WCMG PHYSICIAN HOURS:50 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DOUGLAS MAGAZU TITLE:FINANCE EXEC. (FORMER) HOURS:50 |
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